NOW IT IS AGREED as follows:
In this Deed:
|Articles||the articles of association of the Company adopted on 17 December 2018 as appended at Schedule 2;|
|Board||the board of Directors as constituted from time to time;|
|Business Day||a day when banks are open for business in the City of London;|
|Director(s)||a director of the Company from time to time;|
|the Business||the business of the Company being the development, management and long term ownership of a sustainable housing development in Chobam (located in Surrey, England) which will provide the local community with long-term affordable and sustainable housing;|
The Company and the Member each represent and warrant to one another pursuant to the terms of Schedule 1.
and in each case the Member shall use all their reasonable endeavours to prevent the publication or disclosure of any such information concerning such matters.
Any dispute between the Parties relating to the terms of this Deed shall where appropriate (and unless resolved between the Parties in a period of one calendar month from the date the applicable dispute arose) be addressed firstly by escalation to the Board for further consideration and if no resolution is found to the reasonable satisfaction of all the Directors it shall be referred to the members of the Company.
The Company shall pay the costs and expenses incurred in relation to the preparation of this Deed. The Member shall pay their own costs in relation to any advice taken in relation to their personal interests.
All notices which are required to be given under this Deed shall be in writing and shall be sent to the address of the recipient set out in this Deed or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause 8. Any such notice may be delivered personally or by first class prepaid letter or by email transmission and shall be deemed to have been served if by personal delivery when delivered, if by first class post on the second Business Day after posting and if by email transmission when despatched to the applicable email address.
None of the Parties may assign its rights or obligations under it in whole or in part without the prior written consent of the other Parties.
This Deed shall be binding on and shall ensure for the benefit of the permitted successors and assigns and personal representatives (as the case may be) of each of the Parties to it.
A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
All provisions of this Deed shall, so far as they are capable of being performed and observed, continue in full force and effect notwithstanding completion, except in respect of those matters then already performed.
The Parties shall, and shall use their respective reasonable endeavours to procure that any necessary third parties shall, do, execute and perform all such further deeds, documents, assurances, acts and things as any of the Parties may reasonably require by notice in writing to the other Parties to carry the provisions of this Deed and the Articles into full force and effect.
This Deed, together with the documents referred to in it, supersedes any previous agreement between the Parties in relation to the matters dealt within it, represents the entire agreement between the Parties in relation to such matters and may not be varied except by a written instrument signed by all the Parties. Each of the Parties acknowledges that in entering into this Deed it has not relied on any representation or warranty save as expressly set out in this Deed or in any document referred to in it, except that nothing in this Clause 14 shall operate to limit or exclude any liability in respect of fraudulent or pre-contractual misrepresentation or fraudulent concealment.
This Deed is governed by and shall be construed in accordance with English law and the Parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with it.
Nothing in this Deed shall constitute or be deemed to constitute a partnership between the member and the Company.
The provisions of this Deed shall remain in full force and effect for so long as the Member holds their membership in the Company.
The termination of this Deed however caused shall be without prejudice to any obligations or rights of any of the Parties which have accrued prior to such termination or cessation and shall not affect any provision of this Deed which is expressly or by implication provided to come into effect on or to continue in effect after such termination or cessation.
Notwithstanding that the whole or any part of any provision of this Deed may prove to be illegal or unenforceable, the other provisions of this Deed and the remainder (if any) of the provision in question shall continue in full force and effect. In relation to any illegal or unenforceable part of this Deed, the Parties agree to amend such part in such manner as may be requested from time to time by any of the Parties provided that such proposed amendment is legal and enforceable and to the maximum extent possible carries out the original intent of the Parties in relation to that part.
This Deed may be executed in any number of counterparts and by each party on separate counterparts, each of which shall be an original and together shall be deemed one and the same agreement.
Representations and Warranties